A headed goal from Nilmar early in the second half was enough for Brazil to secure a 1-0 win over England in the Khalifa International Stadium in Qatar.
The South Americans also missed a penalty as they deservedly ran out winners in the heat of Doha.
The England side was decimated by a number of high-profile injury absentees, including Frank Lampard, Steven Gerrard and Ashley Cole, while skipper John Terry was ruled out shortly before kick-off due to an ankle injury.
That left Matthew Upson to partner Joleon Lescott in central defence, while Manchester United's Wayne Rooney took the armband to lead his country out for the first time and Darren Bent was handed a rare start in attack.
A bright opening to the game saw England look to Shaun Wright-Phillips on the right to cause trouble, but the Brazilian defence dealt capably with a number of crosses from the Manchester City man.
Midway through the first half Brazil left-back Michel Bastos powered forward and rifled a 25-yard left-footer narrowly wide of the far post with Ben Foster struggling to cover.
Foster was then called into action by efforts from the edge of the area from Felipe Melo and Kaka, before Rooney and James Milner lifted shots over the top at the other end of the pitch.
The pace of the game dropped in the heat in Doha and half-time arrived with neither side having been able to break the deadlock.
The second half got off to an explosive start as two minutes in Elano curled in a delightful ball from the right and Nilmar got ahead of Wes Brown to direct a fine header beyond the reach of Foster from 15 yards out.
Just under ten minutes later Brazil should have doubled their lead, after Brown's weak clearance played in Nilmar, who was sent crashing to the turf by the advancing Foster.
However, Luis Fabiano blazed the spot-kick high over the crossbar to hand England a let-off and they went close to an equaliser with just over 20 minutes to play.
Wright-Phillips' deep cross from the right was volleyed narrowly over the crossbar by James Milner, with Julio Cesar rooted to the spot.
A quick Brazilian counter soon after almost led to a second goal, but Nilmar's header from a superb Maicon cross was blocked by Brown, who atoned for his earlier errors.
A minute later skipper Lucio powered forward from the back and his 25-yard left-footer cannoned back off the post with Foster well beaten.
In the closing stages England huffed and puffed, but were unable to forge any clear chances to grab an equaliser.